Beneath the Sky
by JumpingShips
Summary: Illyria has found a place of belonging with Wesley and Angel Investigations. But there are some things older than a god that still live and intend to extinguish humanity and demon alike, starting with Illyria. AU, OC, and some OOC.
1. Prologue

Disclaimer: I do not own Angel and any it's character used therein unless noted.

Beneath the Sky

Prologue

* * *

Silence filled almost every inch of the Hyperion Hotel, save for the echoing of the mild rain tapping at the windows. The almost non-existent breathing of a particular Old One sitting in her bed barely filled the room that was nestled on the topmost floor, looking over the city. The night sky was blotted out by the ever present lights of Los Angeles. Instead of stars guiding and reminding the world below, streetlights twinkled with stories of their own upon travelers and inhabitants alike with pale orange lights and cobalt blue hues in between.

Illyria brooded under cerulean sheets, her face practically emotionless. She stared almost emptily at her armor that hung on a stand in the corner. Though the last battle occurred only a few days before, she was inadvertently making it a habit to not wear it as often. Her gaze traced the wallpaper and at once surveyed her reflection in the vanity that stood parallel to the right. The trinkets on the desk were subtle but stood out with their simple mysticism. There were no pictures on display, save for the living portrait looking back at herself.

The decorations and furnishings of human institutions were still a far and away custom she had yet to fully appreciate. They were not the sky-flung pillars of her eldritch kingdom, fashioned by forgotten masons. Her throne, supremely chiseled of the finest stone that seated a god-king loomed over leagues upon leagues of master architecture.

And the various dimensions she had control over were just as extravagant in their own ways. All of them met her malign and strangely beautiful tastes which reflected her immortal god visions. She will miss her emerald oceans that pushed along haunting isles of mystery, shores of pure sapphire that glittered in eternal night under full lit moons. The far-off world of shadowed labyrinths peppered with flora so beautiful they lit the way in that inexplicable blackness for the wanderer, and in the day those same vistas were occupied by curious serpentine folk. Those familiar opaline towers that housed fragile secrets both joyful and horrifying – at least to the normal human and demon mind. To Illyria, her dwellings did not show singular emotions, but a myriad of mind states wholly beyond simple musings and would take humanity a dozen lifetimes to even hope to perceive of what she had then truly called "home."

All of this, her empire, her unquestionable legions, her utter existence was now brought down to this one room, this one bed. An unfitting destiny to a being so great. And yet...

A deep exhale was heard.

She turned her eyes to Wesley's sleeping form, back turned to her, his muscles moving with his sighs. An interesting sight to her. Though he his frail to her standards, his spirit is immeasurable like most humans.

Closing her eyes she remembered in detail the events that occurred between them. From the sorrowful whimpers of Wesley in his drunken stupor to her "egotistical babbling." How he came to peace with Fred's...death. She did not believe he had moved on completely, though. Somewhere in his eyes she can still read the sorrow echoing back at her. In everyone. Sadness ever loomed above their heads, never to sway.

Winifred Burkle was gone. And perhaps forever she will stay that way.

She opened her eyes again, still unable to sleep. Not with these thoughts. She recounted the hours before with clarity, the sweat and the words and the emotions. A delightful and odd experience she thought.

"Illyria?"

Unblinking she turned to a drowsy Wesley who looked to be still dreaming. The far-off glint in his eyes told her so.

"Yes? What is it?" Her face piqued by his awoken presence.

He searched himself for words that didn't seem to make to sense.

"Pardon my intrusion but I'm desperate...can I have it?"

She studied him a little before answering with a simple "yes."

His eyelids practically sunk into his head while a smile crept upward. "Oh good. I didn't know you liked fig newtons. How nice." With that, Wesley dipped his head right in front of Illyria's bosom, back to the land of dream. Illyria traced a finger up his frame and up to his cheek. Dawn was still a couple hours away. She looked at the continuing rain outside, then back to Wesley.

"How nice."

It wasn't long before Illyria joined Wesley in a sleeping embrace. If an outsider were to look into the core of how their unity came to be, they would be fraught with an unsettling point of view of a most peculiar relationship. The murdering god who chose the unwary host as her vessel, sowing the seeds of grief to the ones near her, did not expect to reap the emotions she planted. With nowhere to turn and the remnants of a human life existing in abstract pieces that floated in sequence to her own life, she could only hope to find a place with the one closest to Winifred. Someone named Wesley Wyndam-Price.

* * *

_Somewhere outside the celestial vault, a quivering of energy pulsated in the black non-aether. A gnawing, abhorrent swirl of whispering torrents located in a secluded part of existence outside reality. The light of a thousand suns would not dare to shine their light upon that immense shadow. It has been there for some time, in the dark. Ever growing, biting at the spaces. An eternal host of vanquished souls from a number of hells floundered in it's sea of repugnance, tortured faces coming up along it's spherical surface, yawning silent anguish and fearful eyes bearing a pain unimaginable. If one were to cast a light upon it they would go blind with madness at the violence taking place; spires of torsos with heads still attached were teetering hopelessly, lonesome limbs tried to find the bodies from which they were severed, and decaying corpses still bearing life by magical means desperately trying to swim from the moving mouths in the oily surface, only to be snatched abruptly with the snaking black tentacles of the host and consumed again and again. The thing rippled with the thoughts of those suffering inside it as it expanded ever so slowly in the complete void, slowly reaching outward with it's violent tendrils. All of this in a stifling quiet..._

* * *

A/N: Haha okay I really don't know what to think of this, I just had to pour all of my wistful views in a single 2-hour attempt at writing. I really wanted to make actual conversations take place, but I think the super wordy descriptions had already set the tone for a prologue and there just didn't seem to be a good opening to take without disrupting the flow. Sorry! I also couldn't help about the fig newtons :]

A/N pt 2: Added a little more text, making it a tad bit more fluffy and foreboding at the same time.


	2. Chapter 1

Beneath the Sky

Chapter 1

* * *

_Water. I feel there is water resonating beneath me. And this cold..._

Illyria looked around her and saw that she was standing on the edge of a lofty cliff. The grass under her tickled her feet and the silent wind carried the mist across the bluffs like trails of smoke leaving the lungs.

The ocean made no noise as it crashed against the rocky walls. After the fog had cleared she looked in all directions and saw no sign of civilization. Everything was picturesque. The sun showed itself now and then, but the waves below were still silent.

"_I should be hearing them right now. What kind of a sea is it when it thrashes silently?"  
_

She got the sudden feeling that she was being watched and whoever it was they were close by. In the distance behind her was a grove of sorts. It being midday she would be able to tell if anyone were spying on her in there as the trees were slim and the foliage not as dense. But she still could not shake that odd feeling. Her heart beat quickened at the anxiety and complete stillness of this place.

The wind blew again. No sound from swaying trees with the rustling of their leaves.

Turning back around to face the ocean she sighed inwardly.

"_A dream."_

* * *

Illyria's eyes opened as quickly as her waking self could. She woke up to hearing herself mutter the words as it left her lips. The aftermath of a waking dream made her neck tingle slightly. Her heart was moving so fast it would burst if she let it. Such a simple dream and yet it's effects reverberated through her still.

She realized Wesley had already woken and left the sheets unfurled, exposing her torso.

"Rude."

With disdain she wrapped herself under her sheets and sought warmth before the day could begin. She could feel herself sinking back in the web of blankets trying to push out the coldness of the ocean cliffs, at least for now.

She remembered right before falling asleep, Wesley had stirred and sighed. The sigh a heavy and peaceful one. Something about that human habit of breathing was tranquil.

"_702 days. Since my resurrection it has been this long. And I'm now being swooned by the likes of this being who only has to sigh before I feel content."_

Once again she was brooding about more recent things now. The others seemed to not care much in what she did unless it involved violence or operating machinery. The half-breeds were neutral, though one was a little more abrasive and the other more bitter about things. Lorne was somewhat acceptable though she could not find any use for him but to chatter away at the fools that hired them with modern euphemisms interweaving with his strange lingo. And Gunn. He was a bit enigmatic but most of the time expressed a care for her that stretched further than the others, minus Wesley. Illyria surmised that the shell's previous relationship with him has much to do with this.

Her eyelids fluttered and somnolence was taking it's toll on her.

"I'd never thought I'd say this but I think it's time for you to get up for work," Wesley called out with a chipper tone. The bathroom door on the opposite end was open, revealing Wesley buttoning up a dark long-sleeved shirt.

"I rise for no one. It is in fact you who should be the one rising for me." She sat up, carelessly letting herself show.

He pretty much caught the double-meaning. He allowed himself to playfully smirk, appreciating the view and let Illyria see him doing so. "Sorry? I'm the one who's showered and dressed here," he replied, side-stepping that "other" topic for now.

Illyria slowly untangled herself and swung her legs off the bed, popping her neck. "Then good. I'll not have you damning me with your repugnance. You'll find my aura much too regal to be tainted by foul miasmas."

Wesley would've replied or scoffed but withheld any audible counter, instead opting to lean forward and kiss the blue part on her little forehead. Illyria ran her hand down his side and thumbed his palm.

"I trust you slept good?" he asked almost rhetorically.

"I had a strange dream."

Wesley's brow lifted up. "Oh? About?"

"I was by the ocean. It was cold. Probably because you left the blankets disheveled allowing all of the world to see me."

"Ah. I admit I did that on purpose."

Wes tugged at her knee under the blanket.

"Your ruse worked. I am awake."

Wes smiled. "You should shower, some of the others might pick up on...last night's...activities." He trailed off as he stood up and went to the dresser, fetching his glasses from it's case to clean them.

"Copulating as a human...it is strange. I..." Illyria confessed, facing the window to a pale morning.

Though she couldn't tell, Wesley was just a tad bit apprehensive adding something after that sort of sentence. Instead letting her think out loud. Her oceanic blue eyes bold and blue.

"You have managed to please me, you are acceptable in my eyes."

He continued polishing the lens of glasses.

"Yes...thank you. And likewise. " He didn't know what else to say.

Illyria approached him slowly while his back was turned, almost as if she was waiting to pounce on him like a cat on it's prey.

She pressed her naked body against his back to signal she wanted something, making Wesley stop what he was doing.

"Illyria it's much too-"

"-my chest," she said plainly.

Wesley turned around and eyed her, a bemused expression on his face.

"Your...?"

"Chest. You are standing in front of my chest that holds garments."

"Oh your CHEST. I uh...okay," Wesley stammered and half-stumbled out of her way and headed towards the mirror. He briskly combed his hair and donned his glasses. After a few seconds he tilted his head slightly to see what she was doing.

She stood unmoving, save for her arms digging deep inside the topmost drawer.

"I have no wish to wear any of these human clothes. I have worn these dressings but I quickly bore of them. Though I have no qualms with seduction, sometimes I feel my altar is vulnerable when I am in a mood." She held up a lacy, black piece of see-through lingerie.

Wesley's eyes would've gouged out if he had been any less prepared for her choice of word.

"_Altar?"_

As if on instinct his eyes wandered and Illyria anticipated this.

"Cease you're ogling. I am not in a lusting mood."

"What? I.."

Illyria was also close to a scoff but instead her head tilted in the way only Illyria would do in conversation.

"That's twice you have been enamored by my presence. Do your primary concerns lie elsewhere instead of your morning routines?"

"_Jeez what's with her? Last time I stared at her like that she reacted all...squiggly."_

"My morning routines would be my primary concerns if they involved these particular sheets..."

"Flattering. Though I do not hold the lives of others worth saving above the needs of my own, and I would rather soon spend time performing fleshly rituals than taking part of heroic antics, the bothering of the ones in proximity of our being would be a trouble in itself and hence should not be ignored."

Wesley arched an eyebrow. This was a standard Illyrian drabble but her voicing seemed rushed. Something was off. Even if he was quite a bit flattered.

"That would be most enjoyable. But you are right, there's work to be done here," Wesley cleared his throat and slipped on his black loafers.

She went back to the messy pile of clothing sticking out and lightly batted it as if to find something quicker.

"My armor is much more suitable than any of this. These are tiresome."

That wasn't a surprise to him. Hell the only thing she didn't get bored of was talking about herself or degrading others. Feminine clothing didn't really stand out to her as something worth existing, in a completely off-hand and non-terrestrial way.

"Then perhaps you should wear your armor. It's either that or be naked," he added.

She twisted on her heel and faced him with a her brow furrowing.

"That would please you would it not? To see this heavenly form prancing about to do your bidding as you gawked in silence? Would you perform a self-ritual with lustful thoughts?"

...What?

Wesley bit his lip. Hard. Any second he would lose himself and Illyria didn't liked to be laughed at. Laughing when Illyria was being moody such as this was definitely an unsafe thing. If you were seeing a normal human being you can get away with a little berating or wordy confrontation, provided they were sane. Illyria you could leave through a hole in the wall.

Noticing this her forehead creased slightly. She had seen this kind of look before in Spike when he would banter with Angel in a number of their trivial arguments.

"Leave me. Or our next kiss will involve me biting off that quivering mass of fat you're sinking your teeth into."

"_Yeah Wes, she's got a point. Best not piss her off."_

"Okay Lyria, I'll just go and get...some coffee."

In three quick steps, the ex-Watcher opened the door and retreated off into the hall, slamming the door with haste behind him. In all seriousness he used her berating as an excuse to leave the room.

"_Get a grip you bloke. You're the lad and she's the godly dame."_

A relationship with an Old One was proving to be very complex and problematic; hell, he himself was complex and being paired up with a god like her isn't exactly a portrait of grace. He loved her, that much was certain. And nothing was going to change that. And then he thought of Fred-he always came back to thinking Fred. How could he not?

He wondered if things turned out differently, if she were still alive and Illyria was someone else. They'd still be together of course. Wesley still couldn't believe the circumstances he was in but how could he just turn away Illyria, being so unguided and unfit in the world they lived in? It started out barely platonic, from simple advice to the more complex and awkward explanations of the lives of humans. And in turn this jostled her interest, mixed in with the memories of Fred, towards Wesley. His close brush with death because of Cyvus Vail was something he would never forget. Illyria, she...

Wesley shook his head, he couldn't be bothered with this now.

He thought about going back in but realized he had already lost the battle. He wasn't really afraid of her , but she did have an attitude that he wanted to keep as sedate as possible for the sake of...well, for the sake of being in a good mood for the both of them.

He thought back to how she was a little out of balance these past couple days. Mostly in the morning. And she would mumble in whatever sleep she found.

_"I'll ask her tonight. But for now..."_

With a soft exhale and a tug at his collar, Wesley Wyndam-Price was ready for the day. He wondered if Angel and Spike already knew of him and Illyria. Lorne seems to have noticed. Perhaps he'll let the cat out of the bag sometime today.

He made his way past the columns that signaled he was in the lobby and descended down the steps, admiring the pitter patter of his loafers meeting the marble steps. He spotted a familiar green demon, dressed in another eclectic and very orange suit.

"Top of the morning, huh Wes?"

Lorne was at his usual place behind the counter with a cup of steaming coffee. Wesley thought it was a good thing he decided to return to the team after assassinating Lindsey. A trusting friend and ally like him is hard to come by when you're fighting evil beasties and sorcerers. Especially since they no longer ran Wolfram & Hart.

"On top indeed. Is there more of that? Kind of burnt out on blueberry tea," Wesley said.

The demon was in mid-sip and pointed his finger twice, supposedly meaning "yes." Taking the signal the ex-Watcher went in the back. Wesley came back with a cup and to a watchful Lorne.

"What? Did I say something?" He shrugged his shoulders.

"Mm, indeed you did. 'On top, indeed,' Wes? You and Bluebird been up to something, I see. Oh don't mind me I'm just testing the waters here y'know, I just think it's sorta unique. Bit left-field in the space leagues but then again what isn't?"

"Oh. Yes well...we've managed to find each other quite compatible despite the differences."

"This I know."

"That makes me comfortable."

"Good."

"Indeed."

Lorne wheeled his chair back towards the counter in one swift motion, directing the talk elsewhere. "Y'know, I'm gonna have to find me a nice lady. I miss a woman's touch. I'd prefer the artsy or out-going type, somebody with as much as soul as yours truly. Mm."

"Plenty of fish in the sea, Lorne. And not just in this dimension either."

"That's a lot of fish, bro," Gunn bellowed as he walked through the front doors, carrying a leather satchel that looked five times older than the carrier and a duffel bag punctured with weapons.

"Top of the morning fellas?"

Lorne narrowed his eyes a bit.

("...hey I said that...")

"Uh yeah! Nice satchel, raid any good arks lately? Cuz that thing's a relic if I ever saw, shoo!"

Gunn held up his severely out of fashion bag, half way grinning. "Oh this thing. Yeah one of our old clients in that's on the fence right now was selling his shop and all of his stock were on a helluva deal. Turns out being apart of a Jewish sect and dealing with demonic items isn't popular. Too bad I got there a little too late and missed the opportunity to snatch up the Talons of Ziz. So he sold me some other stuff and gave me this worn out thing. I think it's got blood all over it."

"Oh le'chaim to that I guess," Lorne joked

Wes decided to join in the conversation after taking a gulp of his overly sugared coffee in his hand.

"I don't suppose you got the scales of Leviathan instead, hmm?"

"Ahaha. Sorry. I don't have a knack of tracking down parts of giant mystical snakes, let alone parts of giant mystical birds."

"Never hurts to ask," Wes added.

He set down the brown bag, unbuttoning the tarnished buckle. His hand reached in and pulled out a bulbous, glass bottle filled with pinkish liquid.

"Oracle Elixirs. I figured we'd need 'em since we don't have an entire building working for us."

Intrigued, Wesley put his mug down and took the potion out of Gunn's hand. He eyed the glass filled with partly transparent liquid.

"Fascinating, I'm sure these weren't too expensive?"

"They were originally a hundred k a piece, got these at one twelfth," Gunn said smugly.

"So what do they do? Aren't I the oracle kinda person of this party?" Lorne pipped.

"This particular potion allows the person who drinks it to remember everything and everyone they've interacted within the full year. Dates, conversations, even the subtle way someone would pronounce a word, you will remember it like you just experienced it as it happened," Wesley explained.

"The effects are short though, they last about 6 hours. After that your memories will return exactly to how they were. And without the oh-shit-I-forgot-something baggage to boot!" Gunn exclaimed. "And we've got six of these so that's one a piece."

Wesley stuffed the potion back with the rest of them. "So what's in that bag?" He ask sarcastically pointing at the duffel bag that was overstuffed with weapons poking out a full foot.

"Eh, just some new toys. I really wanted to get a new axe after the big Beast crushed my old one." The new axe Gunn held up was impressive, it's large single blade dominated half the actual size, overextending the top in a sinister curve, and the hilt curving slightly inward for torque.

"And I got a mace and two swords as well, all of these imbued with some kind of magic found in meteor craters. They pack an extra punch and definitely look more durable than anything we've ever had."

Wesley had a concerned look on his face. His mouth opened but Gunn was ready to interject.

"Yes, I know. Mystery magical weapons. I've got a name already; Cassiopeia. Supposedly a witch-hunter in some demon dimension a long time ago."

"Cassiopeia. Hmm." Wes repeated with interest. "I'll have a look in a bit. For the time being let's refrain from hacking anything with our new arms."

"Speaking of new arms, I'm about to grow one out of my forehead if we don't get some extra help around here!" Lorne blabbed. "I'm stuck on the phones all day and I think my heart is murmuring from sitting on my ass the whole time!

Now it was Wes and Gunn's turn to blink.

"My heart's in my left cheek, slicks. Ain't exactly a conversation piece."

"Why not get Spike to...or maybe Illyria could handle the...phones..." Gunn trailed off. He cleared his throat as he put away the axe.

"There's no avoiding it. We're going to have to find someone eventually," Wesley admitted. "But the question is what human or demon could we trust to work with us and rely upon?"

Lorne expressed a view of concern, taking his outburst into account. "We can afford to pay one more, right? I mean I know it's been awhile since we plundered Wolfram & Hart for their moola but..."

"Oh we've still got plenty, believe me I checked before I went on a shopping spree. I won't say how much out loud but I don't think we'll have to worry about anything for awhile unless you feel like buying your own tropical island."

* * *

_Thousands of miles away, in a cave in the Antartic, Spike and Angel were in audience with Cordelia the dragon._

"Alright I'll give you that, but ONLY because you saved me the trouble of getting a face full of fire."

"Well if ya heard me say she's not fond strangers you would've known not to make sudden movements like your fancy cave diving ballerina non-sense."

"Wot kinda bloke would go and name his pet somethin' like that anywho? Seems like downright travesty."

Angel and Spike were standing face to face with a very restless and very irritated dragon, who was getting bored of eating distasteful mountain ogres and snow yetis. Coaxing a dragon to join your side is an incredible feat. To feed one is a bit more amazing.

"Look, Cordelia. I know you want something closer to your tastes but..."

The dragon gave a huge huff of annoyance, making Angel stutter. Spike kept his eyes on her, making sure she didn't let off another fireball without him dodging it.

"...but there's nothing I can do! I mean I could send you to a pocket dimension for the time being but I know how you don't like being in a different plane.."

Cordelia gave as much nod as a beast could, and her tail swung thoughtfully.

"You can't eat humans though, it's not right. Well maybe if they were evil but it's kinda hard for me to herd a mob of bad guys into the Transanarctic Mountains."

The beast seemed to regress as it's reptilian eyes gave away it's understanding. But it still remained at unease.

"Something else?"

It chirped a quick and high-pitch screech.

"This cave?"

It shook it's head.

"You're bored?"

Nope.

"Something bad?"

Nope.

"A person? Or magic?"

It shook it's head once, but then nodded at the second one.

"Does it involve us or someone?

Yes.

"Good magic, bad magic?"

It gave a heavy and long nod at the first one.

"Ah okay. Um, something for you?

Yes.

During this time Spike was actually into this one-sided conversation. He had to close his mouth after finding out it was hanging open in interest.

"You want a spell cast on you? That's it right?"

Cordelia extended her giant claws and softly indicated Angel's throat and nipped at his lips.

"Okay she want's a kiss, figure it being named Cordelia she's gotta show an interest in ya mate."

"I don't think it's that, Spike."

The dragon crooned a long and low humming sound. Almost in a sing song like manner. Angel hung onto the vibrations of it's voice in the air. It dawned on him finally.

"She want's a voice."

Cordelia gave a victorious yelp in response. Spike looked incredulous. "How do you know that just from a wee bit of sign language? You sure she's just a pet?"

Angel crossed his arms in deep thought.

"So that's it. You want something done that will give you a voice. I'll try my best."

Cordelia huffed loudly and stood up to readjust herself on the large patch of hay she was laying on. There were no remains of any 'food' since she consumed even the bones without a second thought. She lay her head down, like a giant puppy or cat and kept her reptilian eyes on the pair.

Spike walked up to Angel's ear slowly.

"How do you intend to find a voice for a dragon?" Spike whispered. Angel looked upwards at the giant gaping hole in the cave that served as Cordelia's entrance. The sky was overcast with a thick gray sheet of wintry clouds.

"Not sure, but perhaps there's a reason for her wanting. Maybe there's a precedent. Dragons may have talked before," Angel rationalized.

Spike kept his eyes on Angel, a more serious tone coming forth. "And maybe there's a reason they can't anymore."

Angel took Spike's warning in mind, walking forward to Cordelia. Her eyes were still fervently staring at him, like when an owner approaches it's pet. Though Cordelia was thankful for Angel saving her, she was hesitant to completely trust the human or vampire-folk except Angel and to a degree, Spike.

"We'll be going now, I have no doubt we can help you and we'll be back soon," Angel said. Cordelia lay still as her eyes drooped slowly. "Bye, Cordelia, " he said softly.

The two quietly left her den and tried their best to scale the rocky slope leading into her place of sleep. They traveled twenty or so meters in the dark cave, the tunnel fashioned by hired hand of Wolfram & Hart unsurprisingly. The tunnel was smooth and fifteen feet high and nine feet wide. The very rock was sanded down to perfection and there were no drafts of air except the one coming from behind them. Their destination was a dead end and there in place stood a wide circular dais made of the very rock in the cave. Carved along the edge rock were arcane symbols in triangular geometry, each one side interlocking with another in a myriad of different types of triangles with concentric circles in the middle of it all.

Angel reached into his jacket and pulled out a simple and thin silver chain that seemed to hold no value of any sort. It was boring and held no attributes besides being a smooth and thin line of silver one would wear around the neck.

"_Verto_," Angel muttered.

With a sharp and echoing rip followed by a rush of air flowing from the forming portal, it's blurring features waving in the atmosphere around the edges with purplish wisps. The basement of the Hyperion was visible through the misty like quality the portal though there was no dais on the other side; the room itself had been enchanted and the gravings painted on the floor in a particular spot near the corner.

Without a word the two stepped into the rip and it closed with a muffled rip before evaporating in the air, putting the cave back into darkness.

* * *

A/N: Well then. I originally had a much more insightful approach that focused mainly on Illyria which I will be using on the fourth chapter or so. The last bit seemed awfully rushed so I'll go back and spruce it up. And don't worry, I'll tie up some loose ends eventually like Wolfram & Hart and the whole Wesley/Illyria thing too, of course. This chapter was weird for me since I'm not very good at writing conversations. I feel I might bore the reader with unimportant details, which is weird because I have no restraints in going on and on about the scenery and it's impact than the actual characters in them! I think that I succeed at description and feeling rather than communication and expression. Hopefully I can grow out of that habit. Be prepared though, there is more talkative material, yes. And adventurous stuff! Oh and maybe some romance to counter-balance it :]


	3. Chapter 2

Beneath the Sky

Chapter 2

Disclaimer: I do not own anything used in this story besides Cassiopeia and another that will be revealed soon :]

* * *

The first floor of the Hyperion hadn't much evolved since the group had found themselves as tenants again in their old home. The general atmosphere is much warmer than the modern Wolfram & Hart they concluded. The main floor was the same pomegranate with the crimson stairs, but the offices were replaced with a terrestrial and soft brownish hue in contrast to the fading greens of the old hotel offices. The same red couches were there and had a dated feel, and the place was populated with a greater number of plant life, suggested by Illyria unsurprisingly. Even the rundown rooms that were part of the less visited areas of the hotel such as the kitchen and the vacant rooms were renovated with finer furnishings. The building was repainted to show it's white luster and seemed to have an effect on all who had lived there before.

And in one of the lush offices were a pair who stood their ground against one another, a battle imminent.

"You wouldn't dare..."

Wesley was almost awash with disgust, face to face with a smoldering, bubbling, unforgivably hot cup of tea.

"You're just gonna stand there and offer me a cup of chai tea without even adding the milk or sugar, completely disregarding the cinnamon and probably everything else with names you probably couldn't differentiate for the proper recipe. I shiver to think at what sort of antagonism I would bring you by offending me with this despicable concoction on what you call "chai tea."

Spike wasn't completely caught off-guard but he was impressed by a small margin at the eloquence of Wesley's words. The platinum-haired vampire was already formulating a sing-song poem at the back of his mind though he wouldn't admit the source of inspiration.

"Bollocks on you mate, " he said rolling his eyes. "I figured since we were both born under a Queen, though separated by over a century I'd fix ya somethin' close to the motherland so ya don't have to get your jenkins jostled in your bum. If anything's despicable it's that bloody attitude." Spike pulled back the tea from Wesley's face and set it down on the counter with a loud clack before letting out a not-so-venomous scoff.

"That went in a different direction...my sense of humor today, or lack thereof, has been a little abasing," Wesley regressed. Spike in turn let his shoulders down a bit. "Oh I see. Somethin' on your mind about the Blue Dame?"

"Her demeanor has-wait, you know about...?"

"Yeah, we know about it," Angel interjected. He and Gunn walked into Wesley's office, Angel with his morning mug and Spike was looking at him as if to say "Where's mine?" Angel shrugged.

"Kind of not hard to feel the vibe, even if it is a little bit...or quite a bit awkward," Angel said uncomfortably. "I still feel a little weird about that, Wes."

Spike interrupted, "Different strokes for different folks. Hell, there's Buffy. We're vampires and she's destined to kill 'em."

"Yeah, but that's different. She's Buffy," he said undoubtedly.

Spike pointed at Wesley, who looked like he was beginning to feel tired of the topic. "He's English."

"Anyways to answer your question, " Wesley steered the conversation a little, "yes. This morning she seemed kind of agitated. Has been for the last couple days when waking up. And she's brooding at night."

Spike scooped up a pencil off of Wesley's desk, twiddling it around his fingers. "Brooding. Somethin' that happens a lot around here. But agitated you say? Like more so than she usually seems?" He tossed the pencil back on the desk, right before having a thought dawn on him. Gunn cleared his throat while Wesley's eyes opened all the way out of his squint. "Would Illyria have...cycles?"

The three were deftly aghast at their revelation while Angel rubbed his forehead. Wes was first to speak, followed by Gunn and Spike.

"An Old One on their-

"Don't say it, Wes. I can't even-

"Begin-

"To imagine-

The three ceased their conversation in sync.

"Let's keep this on the down low. Maybe we're overreacting," Spike rationalized.

"Right, let's move on to something else," Gunn added while he shifted his weight.

Angel's hand finally left his forehead eager to get back to business.

"Good, something like work." Angel gestured towards Wesley's notes, "You find anything on this dragon mojo?" Wesley was about to take a sip of his coffee, only to find an empty mug. He was almost about to reach for the dreaded teacup but thought better of it.

"Yes it turns out something like this is quite possible with an enchantment spell like I guessed, but it would take a ritual composed of a number of people highly dedicated to enchanting." Wesley rubbed his knuckles in thought. "Coincidentally I was only able to find a text that loosely described a particular group of dragon-worshiping practitioners as an 'age-old cult before the writings of man' and that they were highly xenophobic to anyone outside their circles."

"So they don't like anyone but their own people and they're old as hell. But are they actually people or demons?" Gunn asked.

"Doesn't say. And it would seem they don't write down their history much since this text is from the journal of an outsider from what I can tell. The way things are described seem like it would come from someone who hasn't fully grasped this cult's traditions. A human , more or less. One accounting their experiences. He or she also seemed to have refrained from mentioning anything specific, only things like their habits such as a 'meticulous order of things' and 'harmonious appreciation to the magics.'" Wesley scanned the page before he thumbed through the next one in hopes of finding something while debriefing. "I could go on forever on how they act or what the eat but nothing really that relevant."

Angel sighed but Wesley was quick to respond.

"I haven't finished reading everything but that's it so far," Wesley explained with a slight hint of doubt in his voice. "We won't find much because they keep an oral history so we basically have to find someone who DOES know their history and everything else about them."

"Any wonder why Cordelia would ask us for something? A dragon of all things?" Gunn asked.

"She's smart, but I didn't think she was THAT level of smart. Must be damn near important whatever she has to say," Spike said. Wesley rubbed his chin in thought and looked back down at his books.

"Something might have changed in her. Something completely radical. Or maybe it's subtle or perhaps not at all, but I have no idea what would give a fantastic beast like Cordelia the urge to speak with whatever vocally coherent 'voice' it would be endowed upon through our mystery spell that only our mystery cult might know of. It's uncanny and unsettling, to say the least," Wesley admitted with a stern look in his eyes. The rest of the group besides Angel nodded in agreement.

"Yeah, I got a feeling since we got off easy on that last fiasco it's bout time someone or something's gonna happen for a reprisal," Gunn said desolately.

"Guys I know we're looking at the big picture here, but before we start forming theories we should just concentrate on the task at hand. It might not be anything major and we need to give a dragon a voice; never even thought of something like that to barely consider the blatant impossibility of it but apparently we're being asked to." Angel stuffed his hands in his jacket, his posture somewhat uneven. The group was anticipating the next words from Angel, to disperse or otherwise. So subtly he held back the will to speak as his lips barely parted and then closed, eyes blinking twice. Nobody noticed his hesitation and recalculation, except one.

Wesley looked at Angel with a dark thought.

_"Angel, what are you hiding?"_

"Anyways, stay on this. I'll go ask Eve tonight if she knows anything," Angel said. "Oh and I noticed our inventory has increased," he pointed at the addition of a much larger cabinet housing the new weapons flanked by two compound crossbows.

"Gunn happened on a shaky shopkeeper so he bought those four on a breeze. And some potions to boot," Spike said. "Oracle elixirs, he said."

"Yeah, I figured we'd beef up a bit. Wes and I built those crossbows too, you know," Gunn said with a proud face. Wesley nodded approvingly, his mind slightly distracted.

"Always good to be packing," he turned on his heel and was on his way out, "and those elixirs will probably come in handy for any future problems. Anyways, I'm gonna take the Gate and give Cordelia some company for a little bit."

Wesley carefully watched Angel walk out, wondering if he was just having a social blunder or truly keeping something from the rest of them. Gunn brought him out of his reverie with an excited grin extending from cheek to cheek.

"Might have to try those crossbows real soon bro, I've been waiting all week," Gunn said as he and Wesley slapped hands horizontally. "Mind if I borrow one of your books? I'll look into that Cassiopeia background and whatnot while you work on the dragon stuff. That is if it comes in English...?"

Wesley's face brightened up a little at the offer, "Be my guest and it probably might if you ask for it to." Wesley pulled one of the giant tomes out of the shelf behind him and put it in Gunn's hands. "Give it a shot."

Gunn aptly took the large book in hand. He hesitated for a second to think of what he needed to look up.

"History on Cassiopeia, relevant information on Extra-Dimensional Witch-Hunting and Magical Weapons. English. " he said firmly.

Wesley raised an eyebrow as Gunn cracked open the book. It took half a second for the grin on Gunn's face to appear. "Hah! Got it," he exclaimed. Gunn did a 180 and marched into his office across from Wesley's to plop down at his own desk in comfort.

Spike looked at the both of them before deciding to retire himself elsewhere, "Well. If you guys need anything, like some vampire dust or some severed limbs just give me a holler while I go...somewhere."

After finding a comfortable spot on the red couches outside he fished a cigarette out of his duster. He brought the cancerous stick to his lips and gave his zippo a dull flick, bringing the flame to life before lighting it. His eyes rolled back not from the feeling of the nicotine, since there was none to be had, but the filling of the smoke in his lungs. He let out one long exhale, permeating the area with the smell.

_"Daytime. I guess I should turn in soon too."_

Illyria walked in finally, wearing very Fred-like jeans and a long-sleeve sage green shirt as well as determination on her face. Spiked called out to her from across the lobby as she appeared from the ill-used and non-existent, but gloriously revamped kitchen. "Hey Blue, got yourself a lunch do you?" Spike asked, noticing she was carrying a strange yellow box.

She ignored his question, "It is strange for you to imbibe the remains of plants when you are a vampire, even more strange that they would contain toxins fatal to humans who willingly smoke them to their deaths," she said in mid-stride.

"Yeah well, man's gotta have a taste for somethin," Spike uselessly added as Illyria walked past him without regard. "Besides blood I guess," he mumbled.

"Amen to that," Lorne lifted his half-filled seabreeze without looking up from his arduous magazine filled with celebrity drama and other mish-mash. He could almost say he missed constantly being in a room with top-tier actors and organizing those colourful parties with them, but it was a much needed break for him to be back in the Hyperion. Though he still remained steadily in contact with a select few, he'd sometimes rather peruse through misleading tabloids for entertainment on the other undesirables.

_"Then again, I think a party is in order." _Lorne sighed. And then smiled to himself.

Wesley's head had perked up at the sound of Illyria's voice echoing off the walls in the lobby, almost thankful for a little distraction but dipped his back down into the text whilst taking notes. He predicted Illyria would come to him very shortly anyway. He could hear small sounding footsteps that belonged to small feet and surmised it was Illyria whom was approaching his office, he barely had time to meet eye contact when he spoke.

"Illyria I see you've-"

"Tacos," Illyria spoke unwaveringly. She slammed the box down on Wesley's desk nearly knocking over the cup of "tea" that stood lonesomely. "I must have these," she repeated with the same dull hurriedness.

Spike appeared in the doorway, drawn in by this anomaly.

"I think she wants tacos," Spike chided as he watched in a moving cloud of smoke.

"Illyria I..."Wesley caved in.

_"I'm hungry myself now that I think about it."_

Illyria's face was placid and her eyes followed his lips as each word came out. Wesley licked his dried mouth and began again. "Okay, we need to go grocery shopping though. Or Taco Bell. Or something." Illyria's chin rose slightly in a victorious gesture and smiled. He did admit he actually came to adore that posture sometimes.

"May I drive us there?" She asked completely nonchalantly.

"I think I can handle it, but thank you."

Illyria nodding accordingly, her head nodding at an angle and made her way outside. Wesley scooped up his keys out of the drawer and mentally prepared himself for any shenanigans or chaos that might ensue from Illyria's recklessness.

Spike was thoroughly amused at the earlier exchange between the couple of polar opposites. "Hey so you think you can get me a pack of Bodkins while you're out? I've got my own cravings and I don't feel like trotting through a sewer line, y'know."

"Yeah whatever," he said offhandedly as he opened the door for Illyria, whom let out a "mhm" in thanks.

* * *

"_The sky. So limitless and yet bounding."_

Illyria was gazing upward as the convertible floated along with traffic, the engine of the 1971 Dodge Challenger bubbled far and away from her ears. She was more intrigued in watching the clouds slide by from the movement, lost in the illimitable sky.

Wesley looked over at his blue goddess now and again. Though they weren't traveling a particularly fast speed, just seeing her hair being slightly swept up in the wind to get a better view of her face, neck and collarbone made his heart stop. It was still taking time to get used to this, to her. She was much less immature and ignorant than she was a few months ago.

"Oh, Lyria there's an Amigo's if you would prefer. It's Monday so it's fifty cent tacos all day," he savvied.

Illyria kept her eyes towards the sky and only replied with a "mm."

"_Something's on her mind. What is it with everyone having something on their mind? Am I paranoid? Am I on drugs and don't know it?"_

"Wesley," she said at last.

They stopped at a red light. Wesley looked over awaiting for Illyria to follow up at her beckon.

"I did not ask for this just because I wanted tacos."

"Oh?" He simply said.

She was hesitant to speak. "These dreams I've been having; they are peculiar and I confess they are a little unsettling to me,"

Wesley's expression changed to the mood. Perhaps this was Illyria explaining why she has been acting the way she was as of late.

"They present to me scenarios that I would not normally take heed to or be bothered as such in the waking world," Illyria confessed. "If they indeed be an obstacle worthy enough in the first place to require such attention beyond my understanding."

The light finally turned green and the car continued its course as Wesley thought of a simple explanation by finding a root before asking the question at hand. "Illyria, did you have dreams when you were an Old One?"

Her head turned sharply in to the driver side and spoke quickly.

"I lived my dreams, as tangible as the ground beneath my feet. They were at my beck and call in any given instant. There was nothing that was outside my influence or existed for the purpose to be beyond my reach. That is what your humans' dreams are, yes? Things that you desire that are far from reach and at the same time pose an impossible architecture made up of thoughts and emotions and events that weave through one another to create unique images you would not experience in the normal life."

"Well yes. There are hopeful dreams like wishes. And then there are those events that occur in sleep like you explained. Do you think there's a reason behind those dreams, because you feel meaning inside them?" He finally asked.

Illyria opened her mouth a little and waited, then spoke.

"I feel as if I'm waiting for someone or something. And there is a feeling of being watched. In each consecutive dream though, I experience an anxiousness like a shore awaiting the crashing of the storm. Each of the dreams I was alone and waiting but somehow observed by an invisible watcher," she said.

"How long have you been having these?" Wesley asked. Illyria didn't seem like she was one to be perturbed by scenarios in a false fantasy realm, Wesley thought. But then again, dreaming is still a concept she was learning to grasp and she has probably accumulated enough memories and experiences to create them on her own.

"My first dreams as a human were subtle and quaint. Half-instant images of the mundane and the things I did the day before. But now...it's difficult to say when my ordinary dreams cross into these new ones, like a memory I will recount with articulation in sleep but forget as soon as I wake."

Wesley mentally reminded himself to find out why and what was happening. Humans and demons dreaming paranoid or prophetic dreams or of an intrusiveness from the outside were one thing, an Old One would probably be an entirely different concept altogether since they did not originally dream in the normal sense.

"Does this trouble you?" She looked at him, his face processing the information she relieved. He was not transparent but he kept his worry bottled.

"No-I mean, yes it does. But it might not mean anything drastic as of yet. You could be just exhausted or over thinking before you fall asleep. I've seen you brooding until the sun comes up."

Illyria opened her mouth but no noise came out.

"I do not think that is it. Something is wrong, I'm almost sure," she protested. She looked up at the sign above them that represented a local grocery store.

All of a sudden a twang of pain shot from the front to the back of her head, not so different than from the time her shell was doomed to collapse under her power.

"_**...Illyria..."**_

Illyria's mind sharpened at the intrusive voice and she recognized it in an instant. She did not shudder or shriek in pain for the hurting stopped as quickly as it had appeared but she was left bewildered at the sudden appearance and disappearance.

They reached their destination finally, a simple taco stand run by a husband and wife in a shaded square. Their smiles along with their care in cooking and preparation was a warm sight. He could've picked a closer location much earlier but he couldn't put a lid on their conversation just for some tacos. And besides, the food would be of better quality and less fast-food-like, he thought second-handedly. Wesley put the car in park and then turned his attention to Illyria who seemed to be in deep and troubled thought.

"I'll find out everything can, Illyria. I promise." He leaned over and gave her a wet kiss on the mouth. He moved to open the door but Illyria grabbed him and kept him in his place and returned an even more passionate kiss. Their breathing escalated as their lips made smacking sounds and they tasted each other for a few brief seconds before pulling back.

This was one of those rare moments when Illyria would smile. Of course for Wesley such a sight isn't so rare anymore. After a deep breath he exhaled the next time he spoke.

"Anything else before we go?"

It troubled Illyria to put on this facade but she had to for his sake. She retrieved a black hair tie from the glove box and swiftly put her hair in a pony tail.

For the time being this was her fight. To bring him into it would only resurface painful memories. "Nothing."

"So how about those tacos?" Wesley beamed as he shut the car off.

Illyria smiled again, hiding behind a curtain of uncertainty.

"_...Fred...?"_

* * *

Alisdair Kincaid, the Baron, was a giant of a man. Standing a little over six feet and ten inches he bore a powerful presence that would make most humanoid beasts and demons shudder in fear. His physique was thoroughly impressive; arms as thick as tree trunks and a barrel of a chest. Though he was bald at the top, a red bushy mustache extended across his face. His fervent blue eyes looked over his monstrous crossbow making sure all the pieces were in working order. A dim candle light and his burning tobacco pipe was all that lit up the study he was in, casting shadows in every corner. The smoke cast pendulous trails in the room around him and the taste and smell comforted him for what lay ahead once night descended.

Another attack would be happening soon and he didn't know if he could withstand one by himself. Though his wounds were few, his foes were not. His weapons proved lethal but allies proved invaluable and no blade or bow could keep the opposition at bay forever.

He stood up and opened the old-fashioned wooden shutters reinforced with steel bracings, letting daylight spill into the study and across his battle-hardened face. He traced his watchful eyes on the dirt road leading up to his house settled in the middle of crowded hills and thick forests.

Along the wooden fence there were strange totems built into them, a total of twelve surrounding the entire farmhouse. This abode was a far cry from the castles he was used to in feudal Menelknir but it served as a suitable outpost until reinforcements arrived. He would need help besides mystical sentries for the battles ahead.

He checked and made sure the holster carrying his 12 gauge sawed off shotgun was properly fastened and grimly he picked up his worn battle axe to be sharpened before taking one more long drag off his tobacco pipe. Clutching the whetstone in his hand, he slowly prepared himself for the oncoming night.

_"Hurry..."_

* * *

In the distance and in certain caves of problematical depth, a symphony of whispers gathered in a disgusting council spat curses in the dark. Damnable phrases that ended as suddenly as they began and spanned widely across the line of audible pitches with unnatural homogeneity, from demonic gurgles to nigh-unbearable shrieks, but one managed to articulate over the stygian clamor in that foul pit and was followed suit by another with equal impending doom. The words were not openly informative but strangely conclusive and shadowing in it's noxious pertinence.

**"...The Million-Favored On****e lingers on the onyx steps..."**

**"...the quarry awaits the chase unknowingly..."**

* * *

A/N : Ooh so finally the ball is rolling and with an original character. I really like the very last line; it's all foreboding and stuff. I'm actually changing the original story each time I write a new chapter and I'm saving the content I planned in the first place for later chapters or even another fic!...or something like that. The name "Menelknir" is something I got from an old game called Hexen where one of the main champions is called Menelkir. Anyway who the heck is "The Million-Favored One?" I also borrowed that bit from an H.P. Lovecraft story, "The Whisperer In Darkness," and changed it from "Father of the Million Favoured Ones" where it also mentioned the onyx steps. But anyway...how does it tie into Team Angel? WAS THAT REALLY FRED? Is this fanfic even going anywhere good so far! You tell me! R & R!


	4. Chapter 3

Beneath the Sky

Chapter 3

* * *

If any normal being could have listened through magical means and move through the vacuum of space they would have fancied a constant murmur of a seemingly colossal size flowing through the aether. All at once a droning of low hums with sequential mid-range "hmm's" and higher range "yiii's" emanated forth from a melanoid origin that was focused towards a particular region of space that harbored the unspeakable amalgamation of dead souls and negative thought that was the center of the worship.

A moving stone invention was seen floating across a slippery thread of reality; a large place of conjuring this was.

The place occupied was built by grand magicians, an unholy construct made with the sole intent to hold masses whom which would conceive the most terrible magics away from the watchful eyes of others. The backlashes of such dark spells would reverberate across the land with unknown consequences, perhaps apocalyptic and it was here where certain evils could practice their spells without persecution. The particular witchery taking place here involved tearing into the very essence if reality and open a gate to an unnamed place, and all were showing a common allegiance of sort to the Million-Favoured One.

The dreary host of hooded beings that sung their black song consisted of a wide array of demonic races. From the living shards of stone giants to the increasingly more and more prevalent snake-beings, to more intangible things that if their dark, gilded cloaks did not cover them their bodies would violently float off in pieces as their corporeal bodies could not withstand being exposed without the containment of the cursed cloaks they wore.

The source of the murmurs came from top of this dark-grey monolith floating across the rip in reality. It's shape was an inverted pyramid, with two concentric rings set in an axis that rotated opposite each other along the width of the construct. This pyramid platform was nigh a mile thick and wide, and the rings were just as proportionate. Triangular pillars were set in eleven rows and in each row were nine of these; the cluster of them being built closest to the middle around the main piece of architecture that which was the apex of the construct, and then spread out from the crowded middle. Nestled in the sixth column of the fifth row where a pillar should have stood was something far greater in design and purpose. A tall dais was in the center, and above the ninety-nine foot tall pillars of grey stone surrounding the dais floated a dark sphere that towered over the gathering and the pillars, serving as the pinnacle of this place. It was easily as wide and tall as the entire platform.

Every now and then a tiny shimmer of pale discoloration would be seen streaking inside the sphere. It became apparent that the mysterious discoloring became more frequent as the monotonous hymn crescendoed; the reasoning of the colors were yet to be understood even to the acolytes that strengthen it's pulses. Though they were directing their thoughts toward the strange orb, it only served as the instrument to call forth a gateway to form along the rip they traveled across. The platform itself was responsible for the rip as it presented it's own realm that moved along reality's fabric of space. This was necessary for ultimate seclusion and practice. And whether they were to go through the summoned gate or something were to come out was uncertain but either outcome would be unfavorable to bear witness to by an unwarranted observer of a normal mind.

A particular pair in this crowd posed a great interest to the workings taking place here. They were indeed the serpentine humanoids, standing a full seven feet high. Their disgusting heads poked out from the hoods and their tails swayed side to side every now and then. Their green lips were closed shut as they hummed with the crowd and their red eyes faced as far forward as they could be allowed by the structure of their reptilian skulls. From the looks of them they were skilled sorcerers, them being adorned with curious black armlets embellished with sapphires on either forearm which radiated a foreboding aura when near. And underneath their gilded cloaks were onyx scimitars forged by uncanny hands, serpent or otherwise. Unseen tattoos of mystical origin were inked across their chests, serving as wards and amplifying their spells.

The only two snake-beings in attendance had their red eyes locked in the gaze of the sphere, but even while they cast their spell their minds channeled through the minds of other certain serpent-folk as masterful as they in telepathy. A certain hidden congregation of them were listening to the spell as it progressed and jabbered among one another in a slimy den beneath the earth. This was proof of the pair's mastery over the arcane as they gave their brethren details on the happenings therein.

And with each abhorrent note uttered from the wicked place they became closer to the culling of the weak and called to their brothers in the far-off world of shadowed labyrinths peppered with flora so beautiful they lit the way in that inexplicable blackness. Somewhere between the stones and the foliage of luminescence embellishing those frescoes waited a human. Stalwart in demeanor, subtle and menacing in composure and yet graceful with her elfish features; lithe and nimble and long-legged but adequate in strength. Flowing long reddish-orange hair that fell to broad shoulders and hazel eyes unblinking. Cassiopeia sat brooding on a gigantic ruined pillar in a courtyard located somewhere in the labyrinth, twiddling the leaves around her fingers in wait as she watched the sun in this far-off realm meet the otherworldly zenith. Some of the toxic plantation emanated miasmas so thick and vaporous they floated upwards high enough that the sun cast a beautiful and yet grotesque haze across the landscape; a sickly yellowish glow permeated visible scene.

Her alignment with the One Outside allowed her to assume a role of General over the once scattered race of the serpents and declare this realm her kingdom of sorts; her reasoning and means to this end she would not reveal even to her closest vassals. And only He knows since it would not have been possible without His will.

With unseen hands she moved her influence forward and set her plans in motion against those that stood in the way of the Million-Favoured One. And already the isolated brute that sits behind his weakening totems was to be taken care of. His comrade, the short-bearded man that had ties with the vassals of the angel-faced demon would also be eliminated, albeit with more finesse since he is weak without his giant of a friend. It wasn't by chance he had invisible wards specifically set against the dark magics planted around his abode where he sold those petty trinkets. Wards that were easily shattered by her hand with the influence of the One Outside. And his silly excuse for abandoning his shop left all his customers bewildered. He jabbered a false scenario of religious persecution that sought to quell his arcane dealings. And though he was of Jewish descent, his faith was placed somewhere else she concluded. Cassiopeia thought of an ally from long ago. A contemptible man in Eastern clothing who prayed to the god Sobek and was now sunk in the river Nile with the crocodiles he so worshiped, reliving his death in an alternate holding dimension.

The weapons the vampire had pilfered might temporarily pose a problem if they were to wield them properly. But her number was much greater than theirs; a meager rag-tag group against her guild of serpentine assassins and sorcerers whom were aligned with a fundamentally god-like entity.

And the bearded man. He was not the main prey that was hunted but merely a loose end to be tied to fortify herself against further opposition. No, the Old One was her main concern. Her little companions were laughable in comparison to her origins and past life; perhaps they could expect to see that cyclopean monstrosity in all it's terrible majesty soon. And to speak of the One Outside, the Favoured of Millions, Illyria's form and it's return would only be a speck of water vanishing in the sinking, burning remains of Earth.

* * *

_**-Two years ago-  
**_

Angel thought back to Lindsey's words when they were fighting in the sub-levels beneath Wolfram & Hart. He could still see his face, full of disbelief and spitting those words at him in his southern drawl.

"_Used to have fire in your heart!"_

He didn't care about the belittling that followed or preceded but that one statement rung true in his head as he gallantly swung his broadsword across the brown leathery neck of a soldier demon, it's dark blood spilling into the rising waters in the alleyway. He still had that fire, he thought. Burning brightly in his soul and fueling his will to fight. But that's all he could think of at this moment was the fight itself. What of the struggles that awaited them? Sure they would slay demon after demon that hunted them for turning their back on their infernal 'masters,' but once the smoke was cleared, where would they stand? Angel didn't wish a suicide mission upon himself or his comrades but to merely make a sleight in the image that which the Senior Partners held to humanity. And already Wesley was dead at the hands of Cyvus Vale. That was a fatal error to send the ex-Watcher to fight a sorcerer of that magnitude, relying on the deceptive circumstances in relevance to Wesley's possible betrayal.

Angel saw now that he was too hasty, too headstrong about all of this. And Lorne. When Fred was dying, he saw a side of him he never thought possible. Keeping his mouth shut he watched Lorne venomously loom over Eve and each word to her were knives at the sheer possibility of Eve's involvement. It pained him to ask the demon to assassinate a human being, even if it were Lindsey. He could've used him in this fight right now. But that's just it, he's already used him. Only to throw him away at the cost of Lorne's never-ending optimistic outlook and tarnish the glow of the Anagogic demon they learned to love.

It was against his nature despite his heritage. He hoped the singing demon was somewhere else and away from the battle not because he didn't believe he couldn't stand against the forces of hell, but to escape the throes of his own disgust by finding a life away from all the death that was always present. And the hell in front of them was only the beginning of their torment. Physically, psychologically, and emotionally.

On his right he watched Spike break the neck of one demon, taking it's steel mace to bash in the skull of another behind it. Sometimes when he couldn't completely kill one he would sling it behind him to be slain by a half-alive Gunn. Spike's teeth bared in the joy of battle, gritting from excitement.

Gunn, his eyes were sinking ever so slowly. And his breath was ragged, posture shaking. The axe in his hand was beginning to be too heavy to wield but somehow he managed to still cleave his way through. He relied heavily upon the aid of the others at this point though; his fervor was fading fast. And Angel could not think of a way to save him.

"_Sire him."_

Angel roughly shook the thought out of his head. He wouldn't condemn Gunn to that fate. And no one else for that matter. He turned his attention to his left.

Illyria was cutting a bloody swathe through the number with ease as she used her limbs to puncture and rip the bodies of each foe, sometimes throwing them back into the ranks of the demons behind to impale them on the horns and spears raised up in a frenzy. It was a gruesome sight. Often she would carry the weapon of a recently killed to run through the next one and the one after before discarding it, only to find another device to inflict death.

The initial number of foot soldiers had been decimated and retreated to the squad of giants lumbering in the back, still a ways from reaching them. Their eyesight under their iron helmets was lessened by the darkness of the alley and the thick sheet of rain, but they had a general idea of the group's location by the carnage that had been taken place.

It wasn't long before Gunn fell to the ground, weak from blood loss. He landed with a dull splash in the flooded alleyway, scooting with his free hand to the wall to take some cover behind a stairwell. His mouth shivered uncontrollably when he spoke.

"I...you guys, I think—ugh! This is it for me," he choked. "Kinda hard to stand up," he placed his axe across his lap to rest his arms on it, taking long drawn out breaths.

For a brief moment everyone else could take a chance to regain their strength now that the horde had regressed momentarily. Spike was at his side first, taking a second look at Gunn's wound which was gushing blood at this point. He turned and looked at Angel who strode desperately to them, grimly shaking his head without an answer.

Illyria could not help but cast her eyes downward to her feet, half-submerged in the water that was rippling at the sharp rain.

"Gunn..."Angel said, his voice barely audibly in the rain. The war cry of the giants signaled they were closing in.

"We have to go, we can't take them on. Not now," Spike admitted. He seldom drew defeat for any kind of battle but as things were...

"Y'know I was hoping to at least tangle with that dragon ***cough*** but I guess that ain't gonna happen," Gunn noted, foreshadowing his nearing demise.

Angel stepped closer, looking down on Gunn with raw emotion on his face.

"Gunn, I hate to ask you this but..." he trailed off. "Would you like for me to save you?"

He knew that the vampire had a great deal of trouble to find the will to ask such a question given to the fact why Gunn fought in the first place and the things he's seen and done over the years would echo in his soulless body. He wore a pensive face at first, staring into nothing before looking back up at Angel. "That actually sounds like a great idea...if I wanted to live. Or unlive."

"So it's a no? Blast, we could use another set of fangs for this kinda fight," Spike said jovially. "Then again, you might turn into a baddie."

Angel nodded once withholding his will to sigh in relief.

Gunn's head drooped and shot back up, the cold rain reminding him that the colder embrace of death was nearing. Illyria knelt next to Gunn, her features calm. The dark man lazily looked at her with every ounce of energy he could muster.

"Fred loved you once, and still she did in a subtle way," she said. "Your death...I am..."

Gunn reached forward and slowly wrapped his hand around Illyria's, the axe falling out of his lap and hitting the concrete with a clang without a care. When he spoke he held back the death-like rasp in his throat that would sometimes happen between his words.

"I still love you, Fred. And I bet Wesley still does wherever he's at," Gunn said. Illyria looked at him and blinked, but understanding that he was referring to her shell, but without the want of the shape of Fred. Was he was telling her he loved Illyria because she was still Fred somewhere? She sensed he might be talking in paradoxes to forgo the complexity of her existence in simple words.

"Illyria, you're no longer the demon from back then..and you're not Fred. You're something...someone unique. You need to find what you should live for...I've paid for my sins now and I'm...still not sure if I can forgive myself...or you for that matter. You need to make amends for taking her from us...

Gunn coughed, holding back the choke of eternal sleep.

"Amends?" Illyria asked. Gunn bypassed her question and would let her learn what that meant on her own. Perhaps it was best.

"Heh. I still have some feelings for you, you know...even as you are now..." Gunn pulled Illyria's glove from her hand and softly kissed her pale wrist. Illyria said nothing, wearing a forlorn face. A face Gunn will remember even in the afterlife. He let go slowly and leaned his head back against the wall to look at Angel and Spike watching him. He had a half-smile, his eyes taking one last look at the each of them as if to acknowledge...everything.

"Gentlemen, it's been a day," he said simply.

"It was a pleasure knowing you," Spike said solemnly.

"Goodbye, Charles," Angel whispered as his eyes fell shut.

And with that, Charles Gunn died in that alleyway.

Illyria looked on, her hand still showing. She looked at where he kissed it as drops of water pelted her. The weight of grief furthered on her mind.

The demonic howls from nearby brought the others out of their mourning as the ground shook from the host of giants and the lines of demons leading them. Angel looked at Illyria and Spike, realizing that this battle might be their last.

"We need to find shelter and regroup, this fight is pointless if we don't live through it," Angel heeded.

Spike stood up valiantly, coat swaying.

"I suppose you got a place?"

Angel looked behind them at the buildings towering further back in the alley, "the Hyperion. It's our only shot."

"Gunn. We need to take him with us," Illyria protested. "And Wesley, it would be improper for both of our comrades to be left like carrion to the hell-beasts."

Angel looked at Gunn's body, hesitating for a brief second.

"Carry Gunn. I'll get Wes," Angel said. "Spike, find the back entrance of the Hotel, yeah?"

"O'course. I'm sure I'll smell something that catches my eye or nose," Spike said. He walked over to Gunn and picked up his blood-stained axe. "I reckon we should keep this. Mind carrying him, Blue while I watch our backs?"

"I will, and only because I am the only one fit to," she said as she carefully slung Gunn over her shoulder, his tall form dwarfing her small one apparent while she easily hoisted him.

"Right, see you soon," Angel bid before taking off like a bullet through the night.

* * *

_**-Present Day-  
**_

Gunn was cut short from his book reading by a knock at the door and a calling. He looked up from the pages he was lost in and saw Lorne with his half his body in the office, a styrofoam box with the smell of food wafting into the room.

"Chinese," Lorne said with a smile. The smell alone was enough for Gunn to remind him he was famished and scooted from his desk to join him.

"Was wondering when we were gonna eat, I've been zoning in and out from these pages I forgot the taste of food almost," Gunn said. He scooped up one of the boxes out of the bigger one with a logo on it that said "China Palace" with red lettering.

"So what've you learned so far 'bout our Cassie lass?" Lorne asked while brandishing a pair of chopsticks. Gunn picked up a pair of his own before sitting across from the demon.

"Well I do say she's had quite a history. Born as Cassandra in Massachusetts a hundred eighty years ago, hometown razed by snake-people, ran into a sorcerer that liked to hop dimensions...that kinda thing," he explained. He took a bite of his run-of-the-mill shrimp lo mein before continuing.

"And as for that stuff I bought, turns out the sorcerer she was working with was some kind of spacey magical blacksmith kinda dude named Cain. And he pretty much predicted a meteor would fall where, guess what, her hometown Essex was. At least in a parallel dimension."

"So she taps this guy for his mojo, professionally speaking, waits for this rock to make a crater and they both make mystical weapons from the remains of said rock," Lorne spoke while jabbing his chopsticks in the air with itty bits of rice stuck to the tip. "Then what?"

"Then her blood-thirsty vengeance begins on a whim. Maybe she needed something more than normal sticks and swords to fight the kinda witches she was after. She renamed herself Cassiopeia, and with this sorcerer they recruited a cadre of people from different parts of the world that had also been affected by demonic violence in some way and would hunt those demons in their home dimensions. And not just regular demons, the real big-wigged kind that could throw lightning bolts, conjure up plagues, yadda yadda. The witches and warlocks, wizards, shamans, anyone that used the dark arts to harm a human, she killed."

"Sounds righteous in a twisted way. And this Cain guy, he didn't have a care in the world either?

Gunn shrugged. "Guess not. Maybe he was empathetic to her cause. Haven't read it all yet. Oh and they didn't really make rock-weapons, just extracted the mojo stuff from the crater, the kinda stuff that floats around on rocks and comets and all that dusty stuff. Pull a whammy, stuff it into a sword, boom. You got a super weapon. And I still don't understand one thing: if her targets were primarily sorcerers and the like, why didn't she just ice Cain?"

Lorne half-flipped his hand up and let it fall back on the desk like a shrug. "I dunno, this is all a bit much for so little. I'm no stranger to the voodoo but outer space voodoo? Dimensional witch-hunting and vendettas? Something nasty's brewing out somewhere there's no doubt in my mind 'bout that."

"I'm a little iffy toting something like those new toys you got so I think I'll just stick to my vibratos when the goin' gets tough," Lorne said as he finished scarfing down his meal.

Gunn sat straight up in his chair as his face went straight.

"Oh I think something might be getting tough fast," he said sternly. Lorne was taken back by the man's colourful confession with a cough from his rice and couldn't help but shake his head with a little embarrassment.

"Hah, cute. I'm quite flattered Charles but I don't climb that particular tree, uh, figuratively speaking again but..."

"What? No! You are? GRAGH, LOOK!" Gunn pointed at the front door. Lorne turned around and saw a man limping his way to the entrance. The both of them anticipated his steps and ran to meet him as he stumbled through the doors with a bang, falling into either of their arms. The stranger's baige day suit was torn across the chest, partly exposing his chest and was stained heavily with blood. His bloodied image was accompanied with a peculiar and flagrant odor emanating from him, stinging at their noses in waves. They slung one of his arms around their necks and sat him on one of the cushioned wooden benches on the side. It took Gunn a moment to recognize him under his bruised face.

"You!" Gunn exclaimed.

"Him?" Lorne said.

"The guy who ran the shop, sold me his stock and whatnot, " Gunn hurriedly explained.

"This is the guy?" Lorne asked before turning to the beaten man, his nose flaring at the stabbing smell. "Can you speak?" The ex-shopkeeper groaned in pain, nodding his head slowly.

"Y...yes. Drink," he blurted out. Lorne looked up at Gunn.

"I'll fetch some water and something to bandage him up," he said quickly as he ran off.

Gunn was looking at his wounds, but the closer he got to him the more pungent the smell was. The man's hygiene look kept and it didn't look like he just crawled out of the sewers despite his horrible appearance, Gunn noted. But something must have been done to him to leave such an awful stench behind...

He held any questions he had until later, instead just talking to keep him from passing out.

"Don't worry about Lorne, he's uh...not much like his family," Gunn reassured.

* * *

The drive back was spent mostly in silence, stomachs warm from their meals. Wesley had the radio on an unknown station and the volume turned low; the radio seemed to be playing the most current of trends. He eventually turned it off entirely.

Illyria leaned on her arm that was propped up and was back to watching the moving scenery. They had taken a different route back to the hotel she noticed as they passed through a vista of small shops, humble and quaint but adorned with careful detail to their coloring and appearance. Traffic was slow but Wesley was in no hurry to end the moment. They crept alongside the sidewalks slowly so they could get a better look around them.

A door must have been open in one of the restaurants as the smell of spices and the cooking of meats moved through the air, the audible sounds of it's customers and patrons reaching and mixing with the hubbub of voices outside. Illyria was no longer leaning and sat straight up as she surveyed everyone and everything in silent curiosity.

She looked towards the driver's side at the sidewalks, watching small scores of people here and there in restrained bustle with merry faces. Wesley glanced at her and their gazes met briefly before breaking away leaving each other to their thoughts again.

The amount of culture she was still experiencing came in bucketfuls. Instead of waging bloody battles as means of entertainment, humans would take pictures or paint portraits. Songs were sung and wares were made as little keepsakes for the couples. And the ones alone she watched carefully. One woman was away from the crowds, talking on her cell phone. She smiled and laughed between words as she chattered on the device. What a strange way to communicate, that little thing to her ear. Illyria eyed her strange hat. It was white and peach in tone stitched with laces and partly showed her short brunette hair underneath.

"What sort of head garb is on that girl's head?" She asked. Wesley glanced at Illyria and then turned to where she was facing, taking a look and then back towards the road.

"That. That is a Rastafarian hat," he explained, imagining how Illyria would look with one on. He turned his head and looked at her with one eye, a sly look on his face. "Why?"

"Wondering why she hides her features with that. Not that I care, just wondering." she said.

"Maybe she likes the comfort of it?"

Illyria said nothing and leaned over against Wes. She refused to wear seat belts much to Wesley's disapproval. He wrapped an arm around her and lazily kept his other on the steering wheel, taking in the moment.

"Comfort," she said.

They neared the end of the strange and hoary street and Wesley would remember this place to revisit. Not a word was said the rest of the way. And not a word was said still as a pair of eyes watched from inside one of the closed shops, mysteriously observing the two as they passed by the window. If the door had been open they could have smelled a certain, terrible smell surging from inside that dim shop.

* * *

A/N: Wow that was a long gap of nothing. I'm not really satisfied with how this chapter turned out (it's actually tough for me to read for some reason) But I wanted to move the story forward with some background. And poor Gunn! There will be more flashbacks to piece that plot together mind you since I just added a whole lot more questions instead of answers this time around. Don't worry everything is sloooowly coming together. Ugh. I also have an entire dream chapter of Illyria finished, I just have to find a good place to put it. It's quite good so the wait will be worth it! Next chapter will probably involve the team meeting up with whats-his-face in the house in the middle of some woods about to be attacked by some monsters and our wounded bearded fellow's fate will be decided as well. So I'll spoil that much at least. And finally Cassiopeia is in the picture whose name was an inspiration from the Greek myth of course. More talk in the next one, as well as Angel's unspoken dilemma.

As always, read and review! :)


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